Disclaimer: I do not own Miraculous Ladybug or it's characters.

Chapter 5,

Chloe was going through the clothes the agency sent over, when she came in.

"Ugh! Don't you dare mess with this line you fashion drop out. These clothes were handcrafted by the finest designers in Paris." Chloe shouted at Masquerade. Masquerade looked at the blonde child, and some of Masquerades anger went away.

"Masquerade, go. This is your chance to get back at Adrien for his treatment of you." Hawk Moth's voice called out and Masquerade sighed.

"I wanted to come here and turn you into a hostage to lure Adrien out of hiding. But now that I see you, I can see that you too are in need of my help." Masquerade said and Chloe scoffed.

"Help? The only help I need is getting your big butt out the door." Chloe said.

"Listen to the way she disrespects you. Kidnap her now." Hawk Moth ordered and Masquerade shook her head.

"No." She deserves better then that." Masquerade told Hawk Moth who was confused by her actions.

"Chloe, as I stand here, watching you defend your wardrobe with your very life, it occurs to me that you aren't that happy." Masquerade said and Chloe gasped and crossed her arms.

"How dare you. There are thousands of people in Paris who wish to be me, do that makes me the happiest Parisians in Paris." Chloe said.

"I agree, punish her." Hawk Moth edged on.

"I'm not here to punish, I'm here to help."

Masquerade practically hissed at Hawk Moth.

"Chloe." Masquerade said and she took a step towards Chloe and that caused her to raise her hands to defend her clothes once again.

"Your father spends all of his time in government offices. Your mother left you when you were little to live in New York. Only recently has she been back in your life, and even then she spends so much of her time designing and hardly speaking to you." Masquerade said and Chloe's expression softened.

"You only have one friend, but you are still mean to her. And when it was your teacher's birthday, you forgot to get her a present and you felt so bad that you wreaked another gift so you could feel better." Masquerade said and Chloe lowered her arms once more.

"How... how did you know all that?" Chloe asked.

"I think deep down you want to be more vulnerable with people, but you have had to be strong for so long that you forgot what that means." Masquerade said and no one said a word. The air grew so dense that they couldn't even hear the most famous cat in Paris climbing up the building.

"My gift to you, Chloe, is the ability to be more vulnerable and open with your pain." Masquerade said and she pointed at her own mask and threw a copy at Chloe.

"No!" Cat Noir said and he burst through the window doors right as the mask hit Chloe. The room paused as they waited for Chloe to react to something.

"Well, I really don't feel different, you poor excuse for a villain." Chloe said and Car Noir blinked. Did this mask really not affect her?

"You just weren't feeling anything real, Chloe." Masquerade said and she saw a photo on the fire place.

"Uh, hello, all of my feelings are real. What a ridiculous notion, absolutely ridiculous." Chloe said and Masquerade threw a mask at the photo. The mask circled around the photo and it suddenly appeared in Chloe's hands.

"I-I remember this day." Chloe whispered and tears started to form in her eyes.

"Chloe?" Cat Noir said cautiously as he slowly walked towards Masquerade. He had a feeling that if Masquerade kept giving others masks, then her Akuma must be in her mask. If he was careful he can get it. But where was Ladybug?

"This picture was taken on my birthday... r-right before mom went go New York, a-and..." Chloe wailed in pain, heavy tears staining her face.

"See, these are you're real feelings, Chloe. No need to hide them anymore." Masquerade said, then she looked over at Cat Noir. She thought about giving Cat Noir a mask too, but she made the mistake of looking into those kind feline eyes. Cat Noir saw a familiar gaze in those eyes, and he was conflicted. This was a villain he needed to fight, but his primal instinct said that he could trust this Masquerade.

"Cat Noir is dumbfounded! Steal his miraculous now!" Hawk Moth shouted and Masquerade hesitated.

"What are you waiting for?" Hawk Moth asked and Masquerade had to think of something fast.

"There will be plenty of time to get his akuma, besides Ladybug isn't here." Masquerade said and she smirked softly and Cat Noir blinked. This was no ordinary victim. Normally they don't mess with Hawk Moth.

"Ladybug or no Ladybug, I want your akuma." Cat Noir said and he dove at Masquerade.

"And I want Adrien." Masquerade said and then she jumped over Cat Noir and out the window.

"Forget Adrien. I gave you power to help the Parisians and to get Ladybug and Cat Noir's miraculous." Hawk Moth shouted.

"Do you think that it will be so easy to lose me?" Cat Noir said. Running right beside Masquerade, and she just wanted to get away from him.

"Stop!" Hawk Moth shouted and Masquerade's legs stopped abruptly and Cat Noir slid and stared at her.

"Hawk Moth, we can leave Cat Noir alone until Ladybug or Adrien come out of hiding." Masquerade said and Cat Noir got into a fighting stance and watched this villain carefully.

"I know you want the miraculous." Masquerade said and Cat Noir's ears managed to pick up the sound. He wasn't exactly sure why she was talking to herself.

"No. Let's wait. Why? I... I don't want to hurt Cat Noir. Because... Because he's my friend." Masquerade said and Cat Noir was surprised to hear this, because Masquerade's body started to shake and this black magic started to surround her.

"AAHHH!" You couldn't see her anymore, but you didn't need sensitive hearing to notice her blood curdling scream. Cat Noir dropped his baton and covered his ears, because they noticed a bit too much. Her scream of pain quickly turned into a howl of anger. The cloud disappeared and Masquerade stormed right to Cat Noir. She threw a mask at the lamppost and it appeared in her hands. Cat Noir noticed the sound got closer and he looked up and saw Masquerade right on top of him. She swung and he quickly jumped out of the way. He landed right on top of the lamppost and he ran up it towards her. Masquerade threw Cat Noir against a nearby car. Cat Noir groaned and gasped when he saw the lamppost heading straight for him. He rolled off the car and trembled at the lamppost cutting a sizable scrape/hole off the top of the car. He took a soothing breath and jumped into Masquerade's line of sight. He ran at her and Masquerade sighed. Though her mind was a bit cloudy, she still tried to find a way to get rid of Cat Noir without out hurting him or letting Hawk Moth know what she was doing.

"Why so silent? I don't have your tongue." Cat Noir asked and Masquerade groaned and threw a mask at Cat Noir's tail.

"A-" the belt appeared in her hand with Cat Noir attached.

"-dri-" she spun around quickly making Cat Noir spin around and around.

"-en!" Masquerade three Cat Noir high in the air and watched his disappear.

"No! Why did you do that?" Hawk Moth shouted and Masquerade gasped.

"Ladybug always shows up when Cat Noir is in trouble." Masquerade said and after a minute of silence, Hawk Moth knew this was true.

"Correct Masquerade. It is a bit odd that she hasn't shown up yet. Keep up your guard though. She could be hiding anywhere." Hawk Moth warned.

"Whoa!" Cat Noir yelled and he landed on the roof of the school.

"Back to square one, I see." Cat Noir said as he looked around.

"Guess I need to retrace my paw prints." Cat Noir said and he started running.

"Wait!" A little red bug flew right in front of Cat Noir's face and he almost fell off the roof when he saw it.

"What the-" Cat Noir blinked as he looked at it. It actually looked a lot like Plagg, but a ladybug version. Wait.

"Are you Ladybug's Kwami.? The one Plagg was telling me about? Tikki?" Cat Noir said and Tikki nodded.

"Though I don't know why that cheese lover has been talking about me, yes, I am Tikki." Tikki said and Cat Noir ran his hands through his hair.

"Well, I guess that explains why I have been one Ladybug short. Where is she?" Cat Noir asked and Tikki's eyes widened.

"We need to go to master. I'll show you the way since you've never been there." Tikki said and Cat Noir shook his head.

"What? A master? We can't see a master now, when this Masquerade character is masking everyone's feelings. Or unmasking as it were." Cat Noir said and Tikki hesitated. Cat Noir really started to get worried.

"Tikki, please tell me. Where is Ladybug?" Cat Noir said and Tikki sighed heavily.

"Ladybug is... well." Tikki still wasn't sure that this was the right course of action, but she knew that she needed Cat Noir's help. Marinette asked Tikki to find Cat Noir, so Tikki has to be honest with him, like Ladybug would.

"Adrien, this might be hard for you to accept, but... Masquerade is Ladybug." Tikki said and Cat Noir's heart sank.